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[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
August 4, 2004
By telecopier: 631/342-3300
Mr. Lewis S. Ranieri
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
Dear Mr. Ranieri:
I would like to learn more about the board’s views regarding the
subject of miscalculated compensation addressed in “Proposal 3” of CA’s July
29th proxy statement.
Based on management’s “Opposing Statement,” I understand that
you agree with the general idea of correcting miscalculated payments and
that you object only to some specific provisions of the shareholder
Proposal. The first of your reasons, concerning details of selected
accounting periods, suggests a need for further clarification of your
reporting but is not really relevant to concerns which are based on the
unquestionably substantial amount of aggregate adjustments over a five year
period. Your other reasons, though, raise practical issues about how a
policy for compensation correction can be sensibly applied, and I believe
these issues justify more attention.
Since everyone agrees on the Proposal’s essential purpose, it
should be easy to define an alternative form of resolution that would
satisfy your practical concerns about application as well as shareholders’
reasonable concerns about corporate integrity. The board’s adoption of a
satisfactory policy prior the August 26th annual meeting would certainly be
welcomed by most shareholders as an alternative to a vote on “Proposal 3”
and months of subsequent attention to an unnecessary controversy.
Please let me know how you or other board representatives wish
to address this investor interest. My own preference is for simple,
informal discussions to resolve a relatively simple, immediate issue. I
will in any event look forward to hearing from you.
Sincerely yours,
Gary Lutin
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